BATTLE MOUNTAIN GOLD COMPANY
1988 DEFERRED INCOME STOCK OPTION PLAN
(As Amended Through September 1, 1988)
SECOND AMENDMENT
Battle Mountain Gold Company, a Nevada corporation (the "Company"),
having established the Battle Mountain Gold Company 1988 Deferred Income
Stock Option Plan, as originally adopted and currently in effect (the
"Plan"), and having reserved the right under Paragraph XIII of Part 3 thereof
to amend said Plan, does hereby amend the Plan, effective February 9, 1995,
as follows:
1. Subparagraph G of Paragraph VI of Part 2 of the Plan is hereby
amended in its entirety to read as follows:
"G. PERIOD OF OPTION FOR OFFICER
OPTIONEES. All options shall become
immediately exercisable in full on January 1
in the year following the Election Date. No
option granted in respect of service as an
officer shall be exercisable after the first
to occur of (i) the expiration of ten years
from the date upon which such option was
granted; (ii) in the case of termination of
service of the Optionee for reasons other
than death, total and permanent disability,
or retirement pursuant to the provisions of
any retirement plan maintained by the Company
or a subsidiary, the expiration of six months
after the later of (a) the date of such
termination or (b) the date on which such
option first became exercisable, provided,
however, that if the death of the Optionee
occurs within six months of such termination
of service, clause (iii) shall be applicable;
or (iii) in the case of termination of
service of the Optionee by reason of death or
total and permanent disability (or in case of
death of the Optionee in the circumstances
described in clause (ii)), the expiration of
one year after the later of (a) the date of
such termination or (b) the date on which
such option first became exercisable."
2. Subparagraph H is hereby added to Paragraph VI of Part 2 of the
Plan to read in its entirety as follows:
"H. PERIOD OF OPTION FOR DIRECTOR
OPTIONEES. All options shall become
immediately exercisable in full on January 1
in the year following the Election Date. No
option granted in respect of service as a
director who is not a regularly employed
officer of the Company shall
be exercisable after the first to occur of
(i) the expiration of ten years from the date
upon which such option was granted; (ii) in the
case of resignation of the Optionee from the
Board of Directors (other than by reason of
death or total and permanent disability), the
expiration of three years after the later of
(a) the date of such resignation or (b) the
date on which such option first became
exercisable; or (iii) in the case of
termination of service as a director by the
Optionee by reason of death or total and
permanent disability, the expiration of one
year after the later of (a) the date of such
termination or (b) the date on which such
option first became exercisable."
All other terms and conditions remain in full force and effect.
IN WITNESS WHEREOF, Battle Mountain Gold Company has caused these
presents to be executed by its duly authorized officers and its seal to be
hereunto affixed, in a number of copies, each of which shall constitute but
one and the same instrument, this 21st day of March, 1995, but effective as
of February 9, 1995.
BATTLE MOUNTAIN GOLD COMPANY
By /s/ Karl E. Elers
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ATTEST:
/s/ James A. Brooks
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